---

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

---

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 21, 2004

 

---

 

American Woodmark Corporation^®

(Exact name of registrant as specified in its charter)

 

Virginia		0-14798		54-1138147
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

3102 Shawnee Drive, Winchester, Virginia		22601
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (540) 665-9100

 

---

---

American Woodmark Corporation

 

ITEM 5.

OTHER EVENTS

 

On May 21, 2004, the Registrant announced a quarterly cash dividend of $0.05 per share to be paid on June 22, 2004 to shareholders of record on June 8, 2004. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

ITEM 7.

FINANCIAL STATEMENTS AND EXHIBITS

 

(C) Exhibits.

 

99.1

The Registrant’s Press Release dated May 21, 2004.

---

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

AMERICAN WOODMARK CORPORATION (Registrant)
/s/    Dennis M. Nolan, Jr.				/s/    Kent B. Guichard
Dennis M. Nolan, Jr. Corporate Controller				Kent B. Guichard Executive Vice President
Date: May 21, 2004				Date: May 21, 2004
Signing on behalf of the registrant and as principal accounting officer				Signing on behalf of the registrant and as principal financial officer

 

EXHIBIT INDEX

 

Exhibit Number		Exhibit
99.1		The Registrant’s Press Release dated May 21, 2004